Construction analysis: The Technology and Construction Court (TCC) found that an adjudicator’s decision was enforceable against a contractor, rejecting arguments that the sub-contractor’s claims had been compromised in a company voluntary arrangement, and that the adjudicator’s decision had been procured by fraud.

This Practice Note looks at the process of producing a construction sub-contract, often referred to as ‘stepping down’ a building contract. It looks at key considerations in the process of producing a ‘step down’ (also sometimes called a ‘flow down’), including some potential pitfalls to avoid and some particular issues that need to be considered/addressed. For a step-by-step guide to then drafting the sub-contract and implementing the actions necessary to step down, see Practice Note: How to step-down a building contract. The majority of the industry standard form building contracts publish accompanying sub-contracts, however, where the employer and contractor have entered into a bespoke building contract, a form of sub-contract must be prepared from scratch to align with the building contract. When the building contract is stepped down, the contractor’s rights and obligations under the building contract are passed on to the sub-contractor so that the contractor’s obligations under the building contract become—to the extent relevant and with appropriate adjustment—the sub-contractor’s obligations under the sub-contract. This enables the contractor to fulfil its obligations at building

Where one custodian holds its securities through another custodian (eg a local custodian), the latter is known as a sub-custodian.

This Practice Note considers the legal and practical issues arising out of appointing a party as a sub-distributor. Sub-distributors can help manufacturers and distributors improve market coverage for the supply of a product or service in a territory or in respect of a particular market/customer sector. Under English law, there is nothing to prevent a distributor appointing others to perform all or part of its distribution obligations on its behalf. In doing so, the sub-distributor represents the manufacturer’s brand and products to the public. As a result, distribution agreements might provide that sub-distributors may only be appointed with the manufacturer's approval. Before

There are a variety of ways in which a limited company having a share capital may alter that share capital in accordance with the provisions of the Companies Act 2006 (CA 2006). The restrictions in CA 2006 relating to alterations of share capital do not apply to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies. Sub-division and consolidation It is possible to sub-divide or consolidate all or any of the shares of a limited company having a share capital in accordance with CA 2006, s 618. An alternative method of sub-dividing and consolidating shares is by scheme of arrangement approved by the court under CA 2006, Pt 26 or a restructuring plan under CA 2006, Pt 26A. A scheme of arrangement is a process generally used to facilitate mergers and takeovers or to restructure a company in financial difficulties. It is also possible to restructure a company in financial difficulties using a restructuring plan. For further information on schemes of arrangement, see Practice Note: Schemes of arrangement—nature

Sub-division of share capital is a process by which a company limited by shares changes the structure of its share capital by increasing the number of shares it has on issue and decreasing the nominal value of each share.

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A lease granted by a tenant or lessee for a shorter term than they themselves hold. Also called an underlease.

An IP owner may choose to license its IP to a third party. This can be an effective route to generating revenue while maintaining ownership of valuable rights. The terms upon which the IP owner (licensor) grants rights to a licensee often include a clause determining if the licensee may, in turn, grant a sub-licence of the IP right(s) to a third party. This Practice Note covers: • Right to sub-license—statutory position for patents, trade marks, copyright and designs • Why sub-license IP rights?—advantages and disadvantages • Sub-licensing—key terms and considerations • Checklist—key questions for drafting For an introduction to IP licensing in general, see Practice Notes: Licensing intellectual property rights, How to exploit your IP rights and Q&A: What are the key practical issues for a business to consider when exploiting its intellectual property rights? For more in-depth Practice Notes on licensing individual IP rights, see the relevant IP section below. A note on terminology—in this Practice Note, references to the ‘head licence’ refer to the initial licence agreement between the licensor and licensee.

The process whereby a secondary trade acquires an interest in the underlying debt from a lender who remains the lender of record.

Relief from stamp duty land tax (SDLT) is available where a person who has contracted to buy an interest in land contracts to sell or assign the rights under the contract before the contract is completed. The original rules (which were in section 45 of the Finance Act 2003 (FA 2003)) were rewritten and replaced with Schedule 2A to FA 2003 which introduced the concept of 'pre-completion transactions' (PCTs). This regime applies to PCTs entered into on or after 17 July 2013. A transaction is a PCT if: • as a result of the transaction, a person other than

Precedent transfer An adaptable Word version of the precedent form TR1 can be downloaded, saved or printed from the link below: Drafting notes to precedent transfer Panel 1—Title numbers If there are a number of properties, each title number should be listed alphanumerically and may be numbered starting with one, and each property listed in the same order as the title numbers and correspondingly numbered. Panel 2—Property description The optional wording is for use where the Property is unregistered. It is not usually necessary to refer to a plan in a transfer of the whole of unregistered land. It is normally sufficient to refer to the conveyance or instrument containing the description of the Property. Only where the conveyance or instrument does not enable the land to be fully identified either by containing a plan, or by referring to the plan in an earlier deed, or containing or referring to a sufficiently clear verbal description, is a plan required to be referred to in the transfer. Where a plan accompanies the transfer, the application for registration will be rejected if HM Land Registry’s detailed rules